Security Papers : Notice of Annual General Meeting for the Year Ended 30, June 2023

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the fifty‐eighth Annual General Meeting of Security Papers Limited, (the "Company") will be held on Thursday, October 26, 2023, at 10:00 a.m. at Security Papers Limited, Jinnah Avenue, Malir Halt, Karachi to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended June 30, 2023, together with the Directors' and Auditors' Reports thereon.
2. To approve the payment of cash dividend at the rate of Rs 11/‐ per share i.e., 110% for the year ended June 30, 2023, as recommended by the Board of Directors.
3. To appoint Auditors for the Financial Year 2023‐24 and to fix their remuneration.
   A notice referred to in sub‐section (2) of Section 246 of the Companies Act, 2017 is hereby given to the members that after obtaining consent of the proposed auditors, the Board has recommended the name of A. F. Ferguson & Co., Chartered Accountants as external auditors of the Company in place of retiring auditors KPMG Taseer Hadi & Co., Chartered Accountants.

SPECIAL BUSINESS

4. To consider and, if thought fit, pass, with or without modification(s), the following resolution to enable and authorize Security Papers Limited (the "Company") to circulate the Annual Report (including the audited financial statements, auditor's report, Directors' report, Chairman's review report) to the members of the Company through QR enabled code and weblink, as permitted by the Securities and Exchange Commission of Pakistan vide its Notification S.R.O. 389(I)/2023 dated March 21, 2023, instead of old technology which has become obsolete for transmission through CD/DVD/USB.

"RESOLVED THAT the Company be and is hereby authorized to circulate its annual report, including annual audited financial statements, auditor's report, Directors' report, Chairman's review and other reports contained therein, to the members of the Company through QR enabled code and weblink, in accordance with S.R.O. 389(I)/2023 issued by the Securities and Exchange Commission of Pakistan, and that the practice of circulation of the annual report through CD / USB be discontinued."

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SPECIAL BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY TO BE HELD ON OCTOBER 26, 2023.

Agenda Item 4 - Transmission of Annual Report Including Notice of General Meetings

The Securities and Exchange Commission of Pakistan has allowed listed Companies, through its S.R.O No.389(I)/2023 dated March 21, 2023 to circulate the Audited Annual Financial Statements to their Members through QR‐enabled code and weblink instead of transmitting the Audited Annual Financial Statements through CD/DVD/USB. The Company shall circulate Audited Annual Financial Statements through email address in case it has been provided by the member to the Company, and upon demand, supply hard copies of the Audited Annual Financial Statements to the shareholders free of cost upon receipt of a duly completed Request Form, which may be obtained from the Company's Website i.e., http://www.security‐papers.com.

None of the Directors of the Company have any direct or indirect interest in this special business.

5. To consider and if thought fit, to pass the following as ordinary resolution:

"RESOLVED that the Directors' remuneration for attending meetings of the Board / Committee(s) of the Board be and is hereby increased from Rs 160,000/= to Rs 200,000/=."

STATEMENT OF MATERIAL FACTS UNDER SECTION 134(3) OF THE COMPANIES ACT, 2017 RELATING TO THE SPECIAL BUSINESS:

The existing amount of Directors' remuneration for attending the meetings of the Board / Committee(s) of the Board is Rs 160,000/= per meeting. The said amount had become inadequate and did not compensate for the increase in responsibilities of the Directors. The proposed resolution seeks to revise the existing fee from Rs 160,000/= to Rs 200,000/= per meeting.

The Directors are interested in the Business to the extent of their remuneration"

By Order of the Board

(Rizwan Ul Haq Khan)

Company Secretary

Karachi,

September 13, 2023

NOTES:

1. Closure of Share Transfer Books

1. The Share Transfer Books of the Company will remain closed from October 17, 2023, to October 26, 2023 (both days inclusive). Transfers received in order at the office of Share Registrar, M/s. FAMCO Associates (Pvt.) Limited, 8‐F, Near Hotel Faran, Nursery, Block‐6, P.E.C.H.S., Shahrah‐e‐Faisal, Karachi by the close of business on October 16, 2023, will be considered in time to determine the above‐mentioned entitlement and to attend and vote at the Meeting.

2. Participation in the Annual General Meeting and appointing proxies

1. Members whose names are appearing in the register of members as of October 16, 2023, are entitled to attend and vote at the meeting.
2. A member entitled to attend and vote at the above meeting may appoint a proxy to attend and vote on his/her behalf. No person shall act as a proxy (except for a corporation) unless he is entitled to be present and vote in their own right. For appointing proxies, the scanned/hard copy of the proxy form appearing below duly executed and witnessed, along with the relevant supporting documents and the e‐mail address of the proxy must be sent to the Company Secretary at comsec@security‐papers.comat least 48 hours before the time of the Meeting.
3. The proxy form should be witnessed by two persons whose names, addresses, and CNIC numbers shall be mentioned on the form.

1. Where possible, attested copies of the CNIC or the identification pages of the passport of the beneficial owners and the proxy should be enclosed with the e‐mailed Proxy Form.
2. In the case of a corporate entity, the Board of Directors' resolution/Power of Attorney with specimen signature should be submitted along with Proxy Form to the Company.
3. Shareholders holding shares in physical form are requested to notify the change of their addresses (if any) and provide a copy of their CNIC to Share Registrar, M/s. FAMCO Associates (Pvt.) Limited, 8‐F, Near Hotel Faran, Nursery, Block‐6, P.E.C.H.S., Shahrah‐e‐Faisal, Karachi.
4. CDC Account Holders will further have to follow the under‐mentioned guidelines as laid down in Circular No.1 dated January 26, 2000, issued by the Securities and Exchange Commission of Pakistan.

3. CNIC / NTN Number on Dividend Warrant (Mandatory)

1. In terms of the Companies (Distribution of Dividends) Regulations, 2017. Regulation 4, Manner of payment of cash dividend, (iv) the Dividend Warrant or cheque should bear identification number.
   Explanation _ For the purpose of these regulations identification number includes the Computerized National Identity Card Number (CNIC) of the registered shareholder or the authorized person, child registration certificate number or juvenile card number in case of a minor, where applicable and registration number or national tax number of the shareholder is a person other than a natural person.
2. In order to comply with the SECP's directives and in terms of Section 243(2)(a) of the Companies Act, 2017, the Company shall be constrained to withhold the Dividend Warrant(s), in case of a non‐availability copy of valid CNIC (for individuals) and National Tax Number (for a corporate entity).
3. Accordingly, shareholders who have not yet submitted a copy of their valid CNIC or NTN are once again requested to immediately submit the same to the Company or its Share Registrar, M/s. FAMCO Associates (Pvt.) Limited.

4. Updation of shareholder addresses / other particulars

1. Members holding shares in physical form are requested to promptly notify Shares Registrar of the Company of any change in their addresses or any other particulars. Shareholders maintaining their shares in electronic form should have their address updated with their participant or CDC Investor Accounts Service.
2. Further, to comply with requirements of section 119 of the Companies Act, 2017 and Regulation 19 of the Companies (General Provisions and Forms) Regulations, 2018, all CDC and physical shareholders are requested to have their email address and cell phone numbers incorporated / updated in their physical folio or CDC account, as the case may be.

5. Deduction of Income Tax from Dividends under Section 150 of the Income Tax Ordinance, 2001 (Mandatory)

1. The rates of deduction of Withholding Income Tax from dividend payments under the Income Tax Ordinance, 2001 shall be as follows:

 Persons appearing in Active Taxpayers List (ATL) ‐‐‐‐ 15%.

 Persons not appearing in Active Taxpayers (ATL) ‐‐‐‐ 30%.

(ii) To enable the Company to make tax deduction on the amount of cash dividend @ 15% instead of 30%, shareholders whose names are not entered into the Active Taxpayers' List (ATL) provided on the website of FBR, despite the fact that they are filers, are advised to immediately make sure that their names are entered in ATL, otherwise tax on their cash dividend will be deducted @ 30% instead of 15%.

(iii) Persons not appearing in the Active Taxpayers' List: The rate of tax required to be deducted/collected, as the case may be, is increased by 100% (as specified in the Tenth Schedule to the Income Tax Ordinance, 2001).

(iv) Withholding Tax will be determined separately on 'person names appearing on ATL/person names not appearing on ATL' status of Principal Shareholder as well as Joint holder(s) based on their shareholding proportions, in case of joint accounts.

(v) In this regard, all shareholders who hold shares jointly are requested to provide shareholding proportions of Principal Shareholder and Joint holder(s) in respect of shares held by them (only if not already provided) to our Share Registrar, in writing as follows:

Company	Folio/CDS	Total		Principal Shareholder	Joint Shareholder
	Name and	Shareholding	Name and	Shareholding
Name	Account #	Shares
	Proportion	Proportion
					CNIC #	CNIC #
					(No. of Shares)	(No. of Shares)
(vi)	The required information must reach our Share Registrar within 10 days of this notice;
	otherwise, it will be assumed that the shares are equally held by the Principal Shareholder and
	Joint Holder(s).
(vii)	As per FBR Circulars C. No. 1 (29) WHT/2006 dated 30 June 2010 and C. No. 1 (43) DG
	(WHT)/2008‐ Vol. II ‐66417‐R dated 12 May 2015, the valid exemption certificate is mandatory
	to claim exemption of withholding tax U/S 150 of the Income Tax Ordinance, 2001 (tax on
	dividend amount) where the statutory exemption under clause 47B of part - IV of Second
	Schedule is available. The shareholders who fall in the category mentioned in the above clause
	and want to avail exemption U/S 150 of the Ordinance, must provide a valid Tax Exemption
	Certificate to our Share Registrar before book closure otherwise tax will be deducted on
	dividend as per applicable rates.
(viii)	For any query/problem/information, the investors may contact the Company Secretary at
	phone: 021‐99248285 and email address comsec@security‐papers.comand/or FAMCO
	Associates (Pvt.) Ltd. at phone 021‐34380101‐5 and email address: [e-mail].
(ix)	The corporate shareholders having CDC accounts are required to have their National Tax
	Number (NTN) updated with their respective participants, whereas corporate physical
	shareholders should send a copy of their NTN certificate to the company or FAMCO Associates

(Pvt.) Ltd. The shareholders while sending NTN or NTN certificates, as the case may be, must quote the company name and their respective folio numbers.